Negotiation checklist
It is important to ensure that your library has made provisions and taken into account the following issues, before, during and after negotiation with suppliers of bibliographic records.
Before
- Ensure your library has the necessary financial resources for legal/paralegal advice and/or support regarding any agreements that you may come to when negotiating the supply of bibliographic records.
- Understand and agree a core set of licensing principles for your library in its use and transfer (and possible supply) of bibliographic records.
- Develop in advance model agreements which are favourable to your library which can be presented to bibliographic data suppliers (and users of your bibliographic data), incorporating key licensing principles as above. Each model agreement will need to be tailor-made and amended on a case by case basis.
- Decide who are the legal entities and their authorised representatives within any model agreements and/or before entering into negotiation ie the legal person (can be an individual or body of persons whether incorporated or unincorporated) with the right to sue and be sued, and make decisions as if an individual.
- Ensure that your library has the necessary insurances to provide any warranties and indemnities, which are likely to be included within any contractual agreements made with bibliographic data suppliers.
During
- Familiarise yourself with your library’s licensing principles underpinning the use and supply of bibliographic data.
- Discuss which records might be transferred, in what format and to whom (including understanding who the “end users are”).
- Ensure that you don’t commit to terms which undermine the ability of your library to fully use and repurpose bibliographic data as well as your commitments to any other third Consider buying more rights in perpetuity (and for open uses) to permit long term supply of bibliographic data under terms which are compatible with policy goals (ie commercial use of records and/or onward supply to RLUK partners etc).
- Discuss the incorporation of "notice" and "take down policies" into bibliographic data feeds and other related procedures to secure goodwill between parties to the Agreement.
After
- Ensure continuing compatibility between the terms under which data is sourced, and the terms under which it is supplied, used and transferred.
- Distinguish between licensing terms associated with retrospective records and new records.
- Implement appropriate risk based procedures and/or renegotiating fresh supply terms for retrospective records and/or records with unclear provenance.
- Record the rights and permissions associated with bibliographic data in a compliance audit.